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                                                                    EXHIBIT 10.4

October 3, 1996

Mr. Pat Kellick
Sullivan Graphics, Inc.
100 Winners Circle
Brentwood, TN 37027

Dear Pat:

This will confirm that if Sullivan Graphics, Inc. ("SGI") (i) terminates your
employment without cause, or (ii) in connection with a transaction whereby all
of the stock or substantially all of the assets of SGI are sold, requires you
relocate more than 50 miles from Brentwood, Tennessee and you voluntarily
terminate your employment, then SGI shall continue to pay your then current base
salary and maintain all your then current benefits (to the extent allowed under
the applicable benefit plans) for a period of two years following your
termination. In such event, SGI shall also pay you a pro rata portion of the
bonus to which you would have been entitled for the year of termination had you
been employed for the entire year, which bonus shall be payable at the time
bonuses under the applicable bonus plan are paid to SGI's executives generally.
Such base salary payments and benefits will be reduced to the extent you receive
compensation and benefits from another employer with respect to such period. The
term "Cause" shall mean the termination of your employment hereunder in the
event of your (i) conviction of any crime or offense involving money or other
property of SGI or any felony, (ii) willful and unreasonable refusal to
substantially perform your duties hereunder, (iii) competition with SGI, or (iv)
gross negligence in the conduct of your duties; provided, however, no
termination shall be deemed for "Cause" under clauses (ii) or (iv) unless you
shall have first received written notice from SGI advising you of the acts or
omissions that constitute the refusal or gross negligence and you fail to
correct the acts or omissions complained of within 20 business days following
receipt of such notice.

For so long as you are employed by SGI, and continuing for two years thereafter,
you shall not, without the prior written consent of SGI, directly or indirectly,
as a sole proprietor, member of a partnership, stockholder or investor, officer
or director of a corporation, or as an employee, associate, consultant or agent
of any person, partnership, corporation or other business organization or entity
other than SGI: (i) render any service to or in any way be affiliated with a
competitor (or any person or entity that is reasonable anticipated (to the
general knowledge of you or the public) to become a competitor) of SGI; (ii)
solicit or endeavor to entice away from SGI any person or entity who is, or,
during the then most recent two-year 12-month period, was employed by, or had
served as an agent or key consultant of, SGI; or (iii) solicit or endeavor to
entice away from SGI any person or entity who is, or was within the then most
recent 12-month period, a customer or client (or reasonably anticipated (to the
general knowledge of you or the public) to become a customer or client) of SGI.

You covenant and agree with SGI that you will not at any time, except in
performance of your obligations to SGI hereunder or with the prior written
consent of SGI, directly or indirectly, disclose any secret or confidential
information that you may learn or have learned by reason of your association
with SGI. The term "confidential information" includes information not
previously disclosed to the public or to the trade by SGI's management, or
otherwise in the public domain, with respect to SGI's products, facilities,
applications and methods, trade secrets and other intellectual property,
systems, procedures manuals, confidential reports, product price lists, customer
lists, technical information, financial information

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(including the revenues, costs or profits associated with any of SGI's
products), business plans, prospects or opportunities, but shall exclude any
information which (i) is or becomes available to the public or is generally
known in the industry or industries in which SGI operates other than as a result
of disclosure by you in violation of your agreements under this paragraph or
(ii) you are required to disclose under any applicable laws, regulations or
directives of any government agency, tribunal or authority having jurisdiction
in the matter or under subpoena or other process of law.

All references to "SGI" include its divisions, subsidiaries and affiliates.

If the foregoing meets with your approval, please sign and return the enclosed
copy of this letter to the undersigned. This agreement constitutes our entire
agreement, supersedes all prior agreements between us, and its provisions may
not be changed or waived, except by a writing signed by the party to be charged
with such change.

                                                 Sincerely,

                                                 SULLIVAN GRAPHICS, INC.

                                                 By:  /s/ Stephen M. Dyott
                                                      -------------------------
                                                      Stephen M. Dyott
                                                      Chairman, President
                                                      & Chief Executive Officer

ACCEPTED AND AGREED TO:

/s/ Patrick Kellick
-----------------------
 Patrick Kellick